Notice of Board Meeting Sunday, October 29th

There have been a series of troubling events over the past few weeks.  We write to keep you informed.  On Friday, October 20, 2017, the then-remaining five members of the HWFC Board attended a previously-scheduled meeting at the offices of our long-standing Co-op attorneys, McNamee, Lochner, regarding legal matters that required the whole Board's attention.  After completing our confidential work, Board member Stacy Onorata presented the Board with her pre-prepared and signed letter of resignation.  Having just worked collegially together for more than two hours on matters of significance to HWFC, we were stunned.

Knowing that under our Bylaws we need a quorum of five in order to conduct Board business, we asked our attorneys for their advice.  We worked together that very day and accepted their legal opinion that in an emergency situation where fewer Board members remain than our Bylaws quorum (five), the law steps in and in effect provides that a quorum shall be a majority of the remaining sitting members of the Board.  We now are four sitting members thus a majority is three, and with three we have a quorum and may conduct Board business.

 

At present, due to the resignation of Kate Doyle, we have no treasurer.  Due to the resignation of Rebekah Rice, we have no secretary.  Due to the resignation of Stacy Onorata, we have fewer than our by-laws quorum of five.  Our Executive Committee, which may act in-between Board meetings, was crippled by the two sudden resignations of Doyle and Rice, as they were two of the four members of the EC, and a majority of the EC, that is, three, is needed for action.  We now have just two members of the EC.  

 

We worked with our Co-op attorneys to set an emergency Board meeting, following our Bylaws, for Sunday, October 29 at 5pm at the Co-op.  On the agenda are two items:  appoint a secretary as well as a treasurer; and appoint new Board members from a field of nominated or self-nominated qualified Member-Owners, to fill vacancies just until the Annual Membership Meeting, where an election will be held for all Member-Owners to elect directors, or sooner if the Membership so chooses.

 

At the October 22 Membership Meeting, the Governance Review Council took the position that a Board quorum is five, and that we have "no quorum and no board."  The Board has generally listened to the non-binding advice of the GRC.  However, in this unexpected emergency that directly affects the legal functioning of the Board and the individual liability of each Board member, we have consulted the Co-op's attorneys, retained by the Co-op almost two years ago, and have determined that the advisory opinion of the GRC is contrary to the legal advice from the Co-op's licensed attorneys and does seem inconsistent with the law, as well.  We are confident in our authority to call a meeting, meet quorum, and appoint Member-Owners to the Board vacancies.  We are also aware that we are ultimately accountable to you, our Member-Owners.

 

The Board as it exists today would be happy to work with the GRC to unite around the quorum issue and to help the Board regain equilibrium.  We are confident that all of our Member-Owners and advisory committees can work together with the Board, consistent with our cooperative values, in the best interests of the Co-op.